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|   | (e) | Pooling/Interchange: Lessee shall not subject any Engine to any pooling, interchange, lease or similar arrangement unless Lessee obtains Lessor’s prior written consent thereof,
which consent shall not be unreasonably withheld or delayed. Lessee may, without Lessor’s prior consent, subject Parts to a normal pooling arrangement customary in the airline industry and entered into in the ordinary course of Lessee’s
business with a Certificated Air Carrier (“Qualified Part Pooling Arrangement”); provided, that (i) any Part removed in connection with such Qualified Part Pooling Arrangement shall be replaced in accordance with 8.11(b) above as
promptly as practicable after the removal of such Part, but in no event later than thirty (30) days after removal, and (ii) notwithstanding 8.11(b)(iii) above, any replacement part installed on the Aircraft in connection with a Qualified Part
Pooling Arrangement may at the time of installation be owned by a Certificated Air Carrier participating in such Qualified Part Pooling Arrangement; provided that Lessee, at its expense, as promptly thereafter as practicable but in no event
later than thirty (30) days after installation, either (x) causes title to such replacement part to vest in Lessor in accordance with 8.11(b)(iii) above, or (y) removes such replacement part and installs another replacement part meeting the
requirements of 8.11(b)(iii) above.  |

  




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| 8.12 | **Equipment Changes**  |

  

 Lessee will not make any modification or addition to the Aircraft (each an “Equipment Change”), except for an Equipment Change which: